On April 6, 2026, the Company completed its acquisition of SWK, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2025 (the "Merger Agreement"), by and among the Company, SWK, RWAY Portfolio Holding Corp., a Delaware corporation and a direct wholly-owned subsidiary of the Company ("Intermediary Sub"), RWAY Portfolio Corp., a Delaware corporation and a wholly-owned subsidiary of Intermediary Sub ("Acquisition Sub") and RGC.

Pursuant to the Merger Agreement, SWK first merged with and into Acquisition Sub, with Acquisition Sub as the surviving company (the "First Merger"). Following the effectiveness of the First Merger, Acquisition Sub merged with and into Intermediary Sub, with Intermediary Sub as the surviving company (the "Second Merger"). Following the effectiveness of the Second Merger, Intermediary Sub merged with and into the Company, with the Company as the surviving company (the "Third Merger" and, collectively with the First Merger and the Second Merger, the "Mergers").

At the effective time of the First Merger, each outstanding share of SWK common stock, par value $0.001 per share ("SWK Common Stock"), was converted into the right to receive: (i) either (a) 1.7264 shares of the Company's common stock, par value $0.01 per share ("Company Common Stock"), or (b) $20.59 in cash, based on the election of the applicable SWK stockholder, and subject to the proration provisions of the Merger Agreement, and (ii) $0.74 in cash, representing the holder's pro-rata portion of the guaranteed cash payment funded by RGC. In connection with the Mergers, the Company issued approximately 6,330,509 shares of Company Common Stock to former SWK stockholders. No fractional shares were issued, and former SWK stockholders otherwise entitled to receive fractional shares received cash in lieu thereof.

The total merger consideration funded by the Company was approximately $249.0 million, consisting of approximately $173.5 million in cash and approximately $75.5 million in shares of Company Common Stock (representing approximately 6,330,509 shares valued at the Company's closing net asset value per share of approximately $11.93). For accounting purposes, the shares were measured at their acquisition-date fair value of approximately $43.6 million, based on the Company’s closing market price on April 2, 2026 of approximately $6.89 per share. In addition, RGC funded $9.0 million of cash consideration, resulting in total consideration of $258.0 million paid to former SWK stockholders. For accounting purposes, the $9.0 million funded by RGC was recognized by the Company as a deemed capital contribution from RGC and as additional consideration transferred in connection with the acquisition.

The Mergers were accounted for as an asset acquisition in accordance with ASC 805-50, Business Combinations – Related Issues. Under the asset acquisition method, the cost of the acquired group, including consideration funded by the Company, the $9.0 million contribution funded by RGC on behalf of the Company, and qualifying transaction costs, was allocated to the individual assets acquired and liabilities assumed based on their relative fair values as of the acquisition date. Assets and liabilities for which U.S. GAAP provides other specific initial measurement guidance, including certain financial assets and financial liabilities, were recognized and measured in accordance with the applicable guidance. Cash and other assets not subject to relative fair value allocation were recognized at their respective carrying amounts. The acquisition did not result in the recognition of goodwill.

The investments acquired in the Mergers were initially recognized at fair value and are subsequently measured in accordance with the Company’s existing investment accounting policies. Any difference between the acquisition-date fair value of an acquired debt investment and the contractual amount expected to be collected that represents an adjustment to yield is accreted or amortized into interest income over the remaining contractual term of the investment using the effective interest method. Because the acquired debt investments are subsequently measured at fair value, the related accretion or amortization is accompanied by a corresponding change in unrealized appreciation or depreciation, absent other changes in fair value.

Amounts allocated to acquired equity investments and other contractual rights are not accreted or amortized into income. Subsequent changes in the fair value of all acquired investments are recognized in “Net change in unrealized gain (loss) on investments” on the Consolidated Statements of Operations. Upon the disposition of an acquired investment, the Company recognizes the resulting realized gain or loss and reverses the cumulative unrealized appreciation or depreciation previously recognized on that investment.

In connection with the Mergers, the Company also assumed the SWK 2027 Notes, due January 2027. For additional information, refer to "Note 7 – Borrowings."

In summary, the assets and liabilities assumed in connection with the Mergers, as of acquisition date fair values, are as follows (in thousands):


Financial Statement Line Item	Amounts
Investments at fair value	$	239,666
Cash and cash equivalents		38,207
Interest and fees receivable		4,262
Other assets		113
Total assets	$	282,248

Total debt, net	$	33,470
Accrued expenses and other liabilities		110
Total liabilities	$	33,580

Net assets acquired at fair value		248,668

The table above presents the acquisition-date fair values of the assets acquired and liabilities assumed. The Company’s acquisition cost, including transaction costs and net of cash acquired, was allocated to the acquired investments in accordance with ASC 805, resulting in an aggregate investment purchase discount of approximately $14.4 million.

Concurrently with the execution of the Merger Agreement, on October 9, 2025, the Company entered into a key stockholder agreement (the "Key Stockholder Agreement") with Double Black Diamond Offshore Ltd., a Cayman Islands exempted company (the "Key Stockholder"), and, solely for the purposes of Section 4 thereof, Black Diamond Offshore Ltd., a Cayman Islands exempted company. As of June 30, 2026, the Key Stockholder owned 3,885,000 shares of the Company's common stock, or 9.2% of the Company's outstanding shares.

Pursuant to the Key Stockholder Agreement, the Key Stockholder agreed to vote its covered shares of SWK Common Stock in favor of the adoption of the Merger Agreement. In addition, the Key Stockholder agreed to certain standstill restrictions with respect to the Company until the date on which it beneficially owns less than 3% of the Company’s common stock and less than 3% of each other class of voting securities of the Company then outstanding, if any (the “Fall-Away Date”): (i) soliciting proxies or consents with respect to the Company or its voting securities, or making any public statement in support of any third-party solicitation with respect to the Company or its voting securities; (ii) seeking or proposing to have RGC terminated or replaced, or the Advisory Agreement terminated, amended, modified, replaced or cancelled; (iii) seeking election or appointment to, or removal of any member of, the Company’s Board of Directors; (iv) making or being the proponent of any stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise) for consideration by the Company's stockholders; and (v) publicly disclosing any intention to take any action inconsistent with clauses (i) through (iv) above. Pursuant to the Key Stockholder Agreement, the Key Stockholder also agreed to not knowingly and intentionally transfer the shares of the Company's common stock acquired in connection with the Mergers to any third party that beneficially owns more than 10% of the Company's common stock; provided that, subject to compliance with the foregoing, the Key Stockholder may sell shares of the Company's common stock in the open market on a national securities exchange, or via any other means as determined by the Key Stockholder.

Note 13 - Acquisition of SWK Holdings Corporation